THE REGISTRATION REQUIREMENTS Sample Clauses

THE REGISTRATION REQUIREMENTS. The Company shall file as promptly as possible and in any event by the forty-fifth (45th) calendar day after the First Closing Date, and use its diligent best efforts to cause to become effective, as promptly as possible and in any event by the ninetieth (90th) calendar day after the First Closing Date in the case of the registration of the Underlying Stock and the Warrant Stock, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Underlying Stock issuable on conversion of the Debentures and the resale of the Warrant Stock issuable upon the exercise of the Warrants, and shall take all action necessary to qualify the Underlying Stock and the Warrant Stock under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following:
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THE REGISTRATION REQUIREMENTS. The Company represents and warrants that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file and use its best efforts to cause to become effective, as promptly as possible and in any event by the 90th calendar day after the Closing Date, a registration statement on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Shares issuable on conversion of the Preferred Stock and upon exercise of the Warrants and shall take all action necessary to qualify the Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such best efforts by the Company shall include, without limitation, the following:
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THE REGISTRATION REQUIREMENTS. The Company shall use its best efforts to file within ninety (90) days after the Closing Date (as defined in the Debentures), and use its best efforts to cause to become effective under the Securities Act, a registration statement on Form S-3 or, if Form S-3 is not then available, another appropriate form covering the resale of the Shares (the "Registration Statement").
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THE REGISTRATION REQUIREMENTS. If and when requested by the Holders holding in the aggregate at least 30% of the Registrable Securities then held by the Holders, but not before October 31, 1998, the Company shall file, and use its reasonable best efforts to cause to become effective, as promptly as possible and in no event later than 60 days after the date of such request, one or more Registration Statements covering the resale of the Registrable Securities and shall take all action necessary to qualify the Registrable Securities under state "blue sky" laws as hereinafter provided; PROVIDED, HOWEVER, that the Company shall not be required to effect such registrations on more than two separate occasions. The Company shall use its reasonable best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holder for purposes of maximizing the proceeds realizable by the Holder from such sale and distribution. Such reasonable best efforts by the Company shall include, without limitation, the following:
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THE REGISTRATION REQUIREMENTS. The Company shall file, as promptly as possible and in any event within 30 days following the Closing, and use its commercially reasonable efforts to cause to become effective as soon as practicable under the Securities Act, a registration statement on Form S-3, if Form S-3 is not then available, another appropriate form covering the resale of the Registrable Securities (a “Registration Statement”), and shall take all action necessary to qualify the Registrable Securities under state “blue sky” laws as hereinafter provided. The Company shall use its commercially reasonable efforts to effect the registrations contemplated by the foregoing.
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THE REGISTRATION REQUIREMENTS. If and when requested by the Holders holding in the aggregate at least 30% of the Registrable Securities then held by the Holders, but not before August 14, 1999 the Company shall file, and use its reasonable best efforts to cause to become effective, as promptly as possible and in no event later than 60 days after the date of such request, one Registration Statement covering the resale of all the Registrable Securities requested by the Holders to be included in such registration and shall take all action necessary to qualify the Registrable Securities requested by the Holders to be included in such registration under state "blue sky" laws as hereinafter provided; PROVIDED, HOWEVER, that the Company shall not be required to effect such registrations on more than one occasion. The Company shall use its reasonable best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file amendments and post-effective amendments, appropriate qualification under and compliance with applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holders for purposes of maximizing the proceeds realizable by the Holders from such sale and distribution. Such reasonable best efforts by the Company shall include, without limitation, the following:
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THE REGISTRATION REQUIREMENTS. The Company represents and warrants that it is qualified and eligible to use the registration statement on Form S-3 under the Securities Act. The Company shall file such Registration Statement no later than that date which is thirty days after the date the Company's stockholders approve an increase in the authorized number of shares of Common Stock and/or a reverse stock split so that the Company has sufficient authorized and unissued and unreserved shares of Common Stock to effect a conversion of the Series T Stock (the "Registration Date") and use its best efforts to cause such Registration Statement to become effective as promptly as possible thereafter. Such Registration Statement shall be filed on Form S-3 under the Securities Act or, if Form S-3 is not then available, another appropriate form covering the resale of the Shares issuable on conversion of the Preferred Stock and upon exercise of the Warrants. In addition, the Company shall take all action necessary to qualify the Shares under state "blue sky" laws as hereinafter provided. The Company shall use its diligent best efforts to effect the registration contemplated by the foregoing (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) and as would permit or facilitate the sale and distribution of all the Registrable Securities in all states reasonably requested by the Holders for purposes of maximizing the proceeds realizable by the Holders from such sale and distribution. The Company shall distribute copies of the Registration Statement to the Holders promptly after the filing thereof and shall give the Holders no less than ten days after receipt of such Registration Statement the opportunity to provide comments thereto. Such best efforts by the Company shall include, without limitation, the following:
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Related to THE REGISTRATION REQUIREMENTS

  • Registration Requirements The Company shall use its reasonable best efforts to effect the registration of the resale of the Registrable Securities (including, without limitation, the execution of an undertaking to file post-effective amendments, appropriate qualification under applicable blue sky or other state securities laws and appropriate compliance with applicable regulations issued under the Securities Act) as would permit or facilitate the resale of all the Registrable Securities in the manner (including manner of sale) and in all states reasonably requested by the Holder. Such reasonable best efforts by the Company shall include, without limitation, the following:

  • Registration Requirement Notwithstanding anything else in this Section 6, no Warrants (including any Private Warrants) may be exercised unless at the time of exercise (i) a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is effective under the Act and (ii) a prospectus thereunder relating to the Warrant Shares (other than Warrant Shares to be issued upon exercise of any Private Warrant) is current. The Company shall use its best efforts to have a registration statement in effect covering Warrant Shares issuable upon exercise of the Warrants (other than Warrant Shares to be issued upon exercise of any Private Warrant) from the date the Warrants become exercisable and to maintain a current prospectus relating to those Warrant Shares until the Warrants expire or are redeemed. In the event that, at the end of the Warrant Exercise Period, a registration statement covering the Warrant Shares to be issued upon exercise (other than Warrant Shares to be issued upon exercise of any Private Warrant) is not effective under the Act, all the rights of holders hereunder shall terminate and all of the Warrants shall expire unexercised and worthless, and as a result purchasers of the Units will have paid the full Unit price solely for the share of Common Stock included in each Unit. In no event shall the Warrants be settled on a net cash basis nor shall the Company be required to issue unregistered shares upon the exercise of any Warrant that is not a Private Warrant.

  • Compliance with Registration Requirements The Company meets the requirements for use of Form S-3 under the 1933 Act. The Registration Statement and any post-effective amendment thereto has become effective under the 1933 Act and no stop order suspending the effectiveness of the Registration Statement has been issued under the 1933 Act and no proceedings for that purpose have been instituted or are pending or, to the knowledge of the Company, are contemplated by the Commission, and any request on the part of the Commission for additional information has been complied with. At the respective times the Registration Statement and any post-effective amendments thereto (including the filing of the Company’s most recent Annual Report on Form 10-K with the Commission) became effective and at each Representation Date, the Registration Statement and any amendments thereto complied and will comply in all material respects with the requirements of the 1933 Act and the rules and regulations of the Commission thereunder (the “1933 Act Regulations”) and did not and will not contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading. At the date of the Prospectus, and at the Closing Date, neither the Prospectus nor any amendments or supplements thereto included or will include an untrue statement of a material fact or omitted or will omit to state a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, the representations and warranties in this subsection shall not apply to (i) that part of the Registration Statement which constitutes the Statement of Eligibility and Qualification on Form T-1 of the Trustee under the Trust Indenture Act of 1939, as amended (the “1939 Act”) and (ii) statements in or omissions from the Registration Statement or any post-effective amendment or the Prospectus or any amendments or supplements thereto, made in reliance upon and in conformity with information furnished to the Company in writing by any Underwriter through the Representatives expressly for use therein. Each preliminary prospectus and prospectus filed as part of the Registration Statement as originally filed or as part of any amendment thereto, or filed pursuant to Rule 424 under the 1933 Act, complied when so filed in all material respects with the 1933 Act Regulations and the Preliminary Prospectus and the Prospectus delivered to the Underwriters for use in connection with the offering of Notes will, at the time of such delivery, be identical to any electronically transmitted copies thereof filed with the Commission pursuant to XXXXX, except to the extent permitted by Regulation S-T.

  • Compliance with Registration Requirements; No Stop Order No Objection from the FINRA. Each Prospectus (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of any Prospectus shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

  • No Registration Required Subject to compliance by the Initial Purchasers with the representations and warranties set forth in Section 2 hereof and with the procedures set forth in Section 7 hereof, it is not necessary in connection with the offer, sale and delivery of the Securities to the Initial Purchasers and to each Subsequent Purchaser in the manner contemplated by this Agreement and the Offering Memorandum to register the Securities under the Securities Act or, until such time as the Exchange Securities are issued pursuant to an effective registration statement, to qualify the Indenture under the Trust Indenture Act of 1939 (the “Trust Indenture Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • Registration or Exemption Requirements Purchaser further acknowledges and understands that the Securities may not be resold or otherwise transferred except in a transaction registered under the Securities Act or unless an exemption from such registration is available.

  • Notification Requirements The Borrowers shall timely give to the Agent and each of the Lenders the following notices:

  • Compliance with Registration Requirements; No Stop Order; No Objection from NASD For the period from and after effectiveness of this Agreement and prior to the First Closing Date and, with respect to the Optional Common Shares, the Second Closing Date:

  • Compliance with Registration Requirements; No Stop Order; No Objection from the FINRA Each Prospectus Supplement (in accordance with Rule 424(b)) and “free writing prospectus” (as defined in Rule 405 of the Securities Act), if any, shall have been duly filed with the Commission, as appropriate; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order preventing or suspending the use of any Prospectus Supplement shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no order having the effect of ceasing or suspending the distribution of the Securities or any other securities of the Company shall have been issued by any securities commission, securities regulatory authority or stock exchange and no proceedings for that purpose shall have been instituted or shall be pending or, to the knowledge of the Company, contemplated by any securities commission, securities regulatory authority or stock exchange; all requests for additional information on the part of the Commission shall have been complied with; and the FINRA shall have raised no objection to the fairness and reasonableness of the placement terms and arrangements.

  • Effectiveness of Registration Statement; Compliance with Registration Requirements; No Stop Order During the period from and after the execution of this Agreement to and including the Closing Date or the Option Closing Date, as applicable:

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